TERMS AND CONDITIONS
By using the Site in any way you affirm that (i) you are either 18 years of age or older, an emancipated minor, or possess legal parental or guardian consent to enter into this Agreement, (ii) that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and (iii) are agreeing to comply with this Agreement and any other legal notices or conditions or guidelines published or displayed (hereinafter, “posted”) on the Site. SpeakEasy is not intended for children under 13. If you are under 13 years of age, then you must not access or use this Site.
1. What We Own
The Site, its entire contents, features and functionality, all materials and services available on the Site, and all materials and services provided by or through SpeakEasy, its affiliates, employees, agents, licensors or other commercial partners for the design and creation of Campaign Products, including, but not limited to, all informational text, design of and “look and feel,” layout, photographs, graphics, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the “Materials”), are owned by us or other parties that have licensed their material or provided services to us, and are protected by copyright, trademark, trade secret and other intellectual property laws. All SpeakEasy trademarks and service marks, logos, slogans and taglines are the property of SpeakEasy. All other trademarks, service marks, logos, slogans and taglines are the property of their respective owners. Except as otherwise specifically provided by this Agreement, nothing should be construed as granting any license or right to use any trademarks, service marks, logos, slogans or taglines displayed on the Site without our express written permission, or the express written permission of such third party that may own the trademark, service mark, logo, slogan or tagline.
SpeakEasy does not make any claims about the legal compliance or registration of Materials in accordance with applicable political campaign regulations.
2. Rights to Use What We Own
Subject to this Agreement, SpeakEasy grants you a limited, revocable, non-transferable and non-exclusive license to use the Materials through a user identification reference created by you (“User ID”) to the extent, and only to the extent, necessary to access and use the Services to create, design, produce, and/or mail Campaign Products in accordance with the terms of this Agreement. This license does not permit you, and you agree not to store, copy, reproduce, republish, modify, upload, post, translate, scrape, rent, lease, loan, sell, distribute, transfer, transmit, display, or otherwise distribute in any way the Materials other than as specifically permitted by this license. You may not sell, assign, sublicense, grant a security interest in or otherwise attempt to transfer any right in the Materials, create derivative works based on or in any manner commercially exploit the Materials, in whole or in part, other than as expressly permitted by this license. Any use of the Materials for any purpose other than as specifically permitted by this license or without our prior consent or the prior written consent of our licensors, as applicable, is expressly prohibited. We reserve all rights not expressly granted in this Agreement.
We will provide you one User ID for each account held by you, permitting you access to the Materials on one computer at a time through the Site. You agree to fully and accurately provide the information requested by us when setting up your account and to regularly update such information each time you order Campaign Products. You agree to notify us immediately of any unauthorized access to or use of your User ID or password or any other breach of security.
We provide online tools for you to design, personalize and review your order for Campaign Products before submission. We ask that you carefully review your proof. Learn more on our FAQ page. Because of the customized nature of our Campaign Products, we are unable to accept returns. We encourage you to take great care to ensure the accuracy of each Campaign Product order.
3. What You Provide to Us
You are legally responsible for all information, data, text, photographs, graphics, messages or other materials uploaded, posted or stored in connection with your use of the Services (“Content”). SpeakEasy is not responsible for your Content. You grant SpeakEasy a worldwide, royalty-free, non-exclusive license to use the Content in order to provide you with the Services, including but not limited to creating, designing, producing and/or mailing the Campaign Products ordered by you. You represent and warrant that you have all of the rights necessary to grant us such license. With respect to your Content, you agree to check with any applicable legal authority for the standards, rules and regulations governing political campaign materials or other products and the content thereof permitted for your particular use.
Any questions, comments, suggestions, ideas, feedback, comments, or other information to be posted on public areas of the Site, or transmitted to other users of the Site or third parties (collectively, “User Contributions”) are not confidential and you grant us a worldwide, perpetual, irrevocable, royalty-free license to reproduce, display, perform, distribute, publish, modify, edit or otherwise use such User Contributions as we deem appropriate, for any and all commercial and/or non-commercial purposes, in our sole discretion.
SpeakEasy may, but has no obligation to, monitor Content, User Contributions, or Campaign Products created using our Services. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect SpeakEasy or its users, or operate the Services properly. SpeakEasy, in its sole discretion, may remove any Content or User Contributions, or refuse to fulfill any order for Campaign Products, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
4. Intellectual Property Infringement
SpeakEasy respects the intellectual property of others, and we ask our users to do the same. Thus, in your use of and interactions with SpeakEasy and the Site, you may not submit any Content or Comment that contains copyrighted material belonging to others, or any material that infringes another intellectual property right of others, without obtaining their prior written consent. SpeakEasy reserves the right, in its discretion, to remove or reject any Content or Comment if we believe it may infringe any right of a third party, and/or to terminate the account of any user that we reasonably believe may be infringing our or any third party’s rights.
If you believe that the Site, a Campaign Product, or any user Content or Comment infringes your copyright or other intellectual property right, then you may send to us a written communication that includes the following (please consult your legal counsel or see Section 512(c)(3) of the US Copyright Act to confirm these requirements with respect to copyright claims):
1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
2) Identification of any copyrighted work claimed to have been infringed.
3) Identification of the material that is claimed to be infringing or to be the subject of infringing activity, and information reasonably sufficient to permit us to locate the material (including URLs to access the material).
4) Information reasonably sufficient to permit us to contact you about your complaint, such as an address, telephone number, and, if available, an email address.
5) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or applicable law.
6) A statement, sworn under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Such written notice should be sent to our designated agent as follows:
SpeakEasy Intellectual Property Complaints
1902 Van Ness Ave, Third Floor
San Francisco, CA 94109
Email: [email protected]
Please also note that, under Section 512(f) of the U.S. Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
5. Rules of Conduct
You agree to all of the following:
1. You will not use the Services, Materials or Campaign Products for any unlawful purposes or to conduct any unlawful activity, including, but not limited to, fraud, embezzlement, money laundering or insider trading.
2. You will not use the Services, Materials or Campaign Products to impersonate another person.
3. You will not imply or state, directly or indirectly, that you are affiliated with or endorsed by SpeakEasy without our express written permission.
4. You may not upload, post, email, transmit or otherwise make available or initiate any Content or Comment that contains software viruses, worms, Trojan horses or any other computer code, files or programs that interrupt, destroy or limit the functionality of the Services or the Materials or that may impact the ability of any SpeakEasy user to access the Services.
5. You will not access the Services through automated methods. The Services may only be used or accessed through an electronic device through manual control at all times.
6. You may not upload individual files larger than 20MB.
7. You may not send messages using the Services which do not correctly identify the sender and you may not alter the attribution of origin in electronic mail messages or postings.
8. You will not share your password, let anyone else access your account, or do anything that might jeopardize the security of your account. You will not attempt to or actually access the Services or Materials by any means other than through the interfaces provided by SpeakEasy.
9. You will not attempt to or actually override any security component included in or underlying the Materials or Services.
10. You will not submit Content or a Comment, whether for Campaign Products or otherwise, that is:
i. Pornographic, sexually explicit, or violent.
ii. Illegal (including stolen copyrighted material and material that infringes or has the potential to infringe the intellectual property rights of another).
iii. Reasonably likely to cause harm, or that could be reasonably considered as slanderous or libelous.
iv. Breaches another’s privacy.
11. SpeakEasy may determine in its sole discretion whether or not an account is in violation of any of these policies. Violation of any of these policies may result in user information tracking with such information being stored to identify the offending user. Offending users may be permanently restricted from holding an account or using the Services. If SpeakEasy reasonably determines that your account is being used for illegal or fraudulent activity then your account may be immediately terminated and any open orders for Campaign Products suspended. We may also report you to law enforcement officials in the appropriate jurisdictions.
Services may be terminated by us, without cause, at any time upon notice to you. Notice of termination of Services by SpeakEasy may be sent to the contact e-mail associated with your account. SpeakEasy may terminate Services at any time, without penalty and without notice, if you fail to comply with any of the terms of this Agreement or the intellectual property protections applicable to these Services. Services may be terminated by you, without cause, by following the cancellation procedures in the FAQ. Upon termination, SpeakEasy has the right to delete all data, files, or other information that is stored in your account.
7. CONTENT; ERRORS
YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY AND APPROPRIATENESS OF ALL CONTENT, INCLUDING BUT NOT LIMITED TO THE CONTENT CONTAINED IN YOUR CAMPAIGN PRODUCTS. SPEAKEASY WILL NOT BE HELD RESPONSIBLE FOR INACCURATE INFORMATION AND ANY POTENTIAL DAMAGES CAUSED BY SUCH INACCURACIES. YOU FURTHER UNDERSTAND THAT SPEAKEASY MAY NOT MAINTAIN COPIES OF FILES OR DOCUMENTS THAT ARE SENT BY YOU AND THAT YOU ARE SOLELY RESPONSIBLE FOR BACKING UP THIS DATA.
8. Third Party Websites; Third Party Services; No Implied Endorsement
The Site may contain links to other web sites owned by third parties (“Third Party Sites”). Please note that when you click on any of these links, you are entering another website for which we have no responsibility or control. You may also have the ability through the Site to login to accounts that you have for services provided by third parties (“Third Party Services”) or to link accounts for Third Party Services to your SpeakEasy account. SpeakEasy is not responsible for any activity occurring within Third Party Services, even if logged in through or linked to a SpeakEasy account.
9. DISCLAIMER OF WARRANTY
THE SITE, SERVICES, MATERIALS AND CAMPAIGN PRODUCTS ARE PROVIDED “AS IS,” “AS AVAILABLE,” “WITH ALL FAULTS” AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SPEAKEASY AND ITS LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NEITHER SPEAKEASY NOR ITS LICENSORS WARRANT THAT ACCESS TO THE SITE, THE MATERIALS AND/OR THE SERVICES AVAILABLE ON OR THROUGH THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES SPEAKEASY OR ITS LICENSORS MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF THE SERVICES, THE MATERIALS, THE CAMPAIGN PRODUCTS OR THE SITE. NEITHER SPEAKEASY NOR ITS LICENSORS MAKE ANY REPRESENTATIONS THAT USE OF THE SERVICES, THE MATERIALS, THE CAMPAIGN PRODUCTS OR THE SITE WILL INFLUENCE THE OUTCOME OF YOUR POLITICAL CAMPAIGN OR ACTIVITY. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND YOUR RELIANCE UPON THE SERVICES AND/OR THE MATERIALS IS AT YOUR SOLE RISK. IN ADDITION, SPEAKEASY IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS EMAILS, POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH THE SITE TO ANYONE.
IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT ANY DATA, INFORMATION, CONTENT OR MATERIALS CONTAINED IN OR MADE AVAILABLE IN CONNECTION WITH THE SERVICES IS NOT INTENDED AS A SUBSTITUTE FOR, THE KNOWLEDGE, EXPERTISE, SKILL AND JUDGMENT TAX, LEGAL OR OTHER PROFESSIONALS. THE SERVICES DO NOT PROVIDE TAX OR LEGAL ADVICE. YOU ARE RESPONSIBLE FOR OBTAINING SUCH ADVICE.
FURTHER, SPEAKEASY AND ITS LICENSORS MAKE NO REPRESENTATION OR WARRANTIES THAT THE SERVICES, THE MATERIALS OR THE SITE ARE APPROPRIATE OR AVAILABLE FOR USE IN ALL GEOGRAPHIC LOCATIONS. IF YOU USE THE SITE, THE SERVICES OR THE MATERIALS OUTSIDE THE UNITED STATES OF AMERICA, YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING WITHOUT LIMITATION LOCAL, STATE, AND FEDERAL POLITICAL CAMPAIGN REGULATIONS AND POLITICAL CAMPAIGN REGULATIONS OF OTHER COUNTRIES. NEITHER SPEAKEASY NOR ANY THIRD PARTY PROVIDERS, PARTNERS OR AFFILIATES WARRANT THAT THE SITE, ITS SERVERS, THE MATERIALS OR THE SERVICES OR ANY E-MAIL SENT FROM THE SITE OR ANY THIRD PARTY PROVIDERS, PARTNERS OR AFFILIATES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
10. LIMITATION OF LIABILITY
WE ARE NOT LIABLE TO YOU OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH USE OF THE SITE, THE SERVICES, THE MATERIALS, YOUR CONTENT, THE CAMPAIGN PRODUCTS OR ANY THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE SITE, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MALPRACTICE OR OTHERWISE, EVEN IF SPEAKEASY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU HEREBY RELEASE SPEAKEASY AND HOLD SPEAKEASY AND ITS AFFILIATES, LICENSORS, AND THEIR OFFICERS, DIRECTORS, TRUSTEES, AFFILIATES, SUBCONTRACTORS, AGENTS AND EMPLOYEES, HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE (INCLUDING, WITHOUT LIMITATION, ACTUAL, SPECIAL, INCIDENTAL AND CONSEQUENTIAL), KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES, MATERIALS, SITE, YOUR CONTENT, CAMPAIGN PRODUCTS OR ANY THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE SITE. YOU HEREBY WAIVE THE PROVISIONS OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE. CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.
You agree to indemnify, hold harmless, and defend SpeakEasy and its licensors, suppliers, officers, directors, employees, agents, affiliates, subsidiaries, successors and assigns (collectively “Indemnified Parties”) from and against any and all liability, loss, claim, damages, expense, or costs (including but not limited to attorneys’ fees), incurred by or made against the Indemnified Parties in connection with any claim arising from or related to (a) your use (or anyone using your account’s) use of the Services, the Site or the Materials, (b) your Content, or (c) any Campaign Products you create on or through the Site or using our Services. This includes, but is not limited to, any breach or violation of this Agreement by you or anyone utilizing your account. You agree to fully cooperate at your expense as reasonably required by an Indemnified Party. Each Indemnified Party may, at its election, assume the defense and control of any matter for which it is indemnified hereunder. You will not settle any matter involving an Indemnified Party without the consent of the applicable Indemnified Party.
We reserve the right, in our sole discretion, to modify or replace any part of this Agreement at any time, effective upon the date of the change. Upon any such change, we will post a notice on the Site that we have changed this Agreement. If you have a SpeakEasy account, we may (but are not required to) provide you with notice via the email address that we have on file for you that we have changed this Agreement. We encourage you to frequently visit this page periodically to monitor any changes. Your continued use of or access to the Services following the posting of any changes to this Agreement constitutes acceptance of those changes.
The formation, interpretation and performance of this Agreement and any disputes arising out of it will be governed by the substantive and procedural laws of the state of California without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of the United States of America. The exclusive jurisdiction and venue for actions related to the subject matter hereof will be the state and federal courts located in San Francisco, California, and you submit to the personal jurisdiction of such courts.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
14. Equitable Relief
You acknowledge that a violation or attempted violation of this Agreement will cause such damage to SpeakEasy as will be irreparable, the exact amount of which would be impossible to ascertain and for which there will be no adequate remedy at law. Accordingly, you agree that SpeakEasy will be entitled to an injunction issued by any court of competent jurisdiction, restraining such violation or attempted violation of these terms and conditions by you, or your affiliates, partners, or agents, as well as to recover from you any and all costs and expenses sustained or incurred by SpeakEasy in obtaining such an injunction, including, without limitation, reasonable attorneys’ fees. You agree that no bond or other security will be required in connection with such injunction. In no event will you be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of SpeakEasy, the exploitation of any advertising or other materials issued in connection therewith, or the exploitation of the Site or any content used or displayed through the Site.
If any portion of this Agreement is found to be unenforceable, the remaining portion will remain in full force and effect. If we fail to enforce any of this Agreement, it will not be considered a waiver. Any waiver of this Agreement must be made in writing and signed by us. You may not transfer any of your rights or obligations under this Agreement to anyone else without our prior written consent. All of our rights and obligations under this Agreement are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise. This Agreement does not confer any third party beneficiary rights. A printed version of this Agreement and of any related notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.